1 Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT Dated June 8, 1998Registration Rights Agreement • July 16th, 1998 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledJuly 16th, 1998 Company Industry Jurisdiction
BUCKEYE CELLULOSE CORPORATION CREDIT AGREEMENT Dated as of May 28, 1997 FLEET NATIONAL BANK, Agent SUNTRUST BANK, CENTRAL FLORIDA N.A., Documentation Agent TORONTO DOMINION (TEXAS), INC., Documentation AgentCredit Agreement • September 26th, 1997 • Buckeye Cellulose Corp • Pulp mills • Massachusetts
Contract Type FiledSeptember 26th, 1997 Company Industry Jurisdiction
CREDIT AGREEMENT Amendment No. 4Credit Agreement • September 3rd, 2003 • Buckeye Technologies Inc • Pulp mills • Massachusetts
Contract Type FiledSeptember 3rd, 2003 Company Industry Jurisdiction
BETWEENAsset Purchase Agreement • October 14th, 1999 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledOctober 14th, 1999 Company Industry Jurisdiction
Execution Copy BUCKEYE TECHNOLOGIES INC. amended and restated credit agreement Dated as of November 5, 2003 FLEET NATIONAL BANK, Administrative Agent FLEET SECURITIES, INC., Joint Lead Arranger and Joint Book Manager CITIGROUP GLOBAL MARKETS INC.,...Credit Agreement • November 12th, 2003 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledNovember 12th, 2003 Company Industry Jurisdiction
BUCKEYE TECHNOLOGIES INC., as Issuer and UNION PLANTERS BANK, N.A., as Trustee _________ INDENTURE Dated as of June 11, 1998 _________ $150,000,000 8% Senior Subordinated Notes due 2010 2 Reconciliation and tie between Trust Indenture Act of 1939 and...Buckeye Technologies Inc • July 16th, 1998 • Pulp mills • New York
Company FiledJuly 16th, 1998 Industry Jurisdiction
BUCKEYE TECHNOLOGIES INC. CREDIT AGREEMENT Amendment No. 2Credit Agreement • October 31st, 2001 • Buckeye Technologies Inc • Pulp mills • Massachusetts
Contract Type FiledOctober 31st, 2001 Company Industry Jurisdiction
EXHBIT 10.16 FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is dated as of September 3, 2002, by and among BUCKEYE RECEIVABLES INC., a Delaware corporation (the "Purchaser"),...Credit and Security Agreement • September 20th, 2002 • Buckeye Technologies Inc • Pulp mills • Georgia
Contract Type FiledSeptember 20th, 2002 Company Industry Jurisdiction
Rights Agent FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 26th, 1997 • Buckeye Cellulose Corp • Pulp mills
Contract Type FiledSeptember 26th, 1997 Company Industry
Amendment No. 1Credit Agreement • April 29th, 2005 • Buckeye Technologies Inc • Pulp mills • Massachusetts
Contract Type FiledApril 29th, 2005 Company Industry Jurisdiction
CONSENT UNDER THE CREDIT AGREEMENT BUCKEYE TECHNOLOGIES INC.Credit Agreement • September 20th, 2002 • Buckeye Technologies Inc • Pulp mills • Massachusetts
Contract Type FiledSeptember 20th, 2002 Company Industry Jurisdiction
CREDIT AGREEMENT Amendment No. 3Credit Agreement • May 14th, 2002 • Buckeye Technologies Inc • Pulp mills • Massachusetts
Contract Type FiledMay 14th, 2002 Company Industry Jurisdiction
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2007 among BUCKEYE TECHNOLOGIES INC., as the Company, The Guarantors from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • May 24th, 2011 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledMay 24th, 2011 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 25, 2007 among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
September 20, 2001Buckeye Technologies Inc • September 26th, 2001 • Pulp mills
Company FiledSeptember 26th, 2001 Industry
ARTICLE I DEFINITIONSStock Option Subscription Agreement • September 23rd, 1998 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledSeptember 23rd, 1998 Company Industry Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2009 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledOctober 27th, 2009 Company Industry JurisdictionTHIS AGREEMENT (the “Agreement”) is made on this ___ day of _____________, 2009 between BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”):
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 21st, 2011 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledSeptember 21st, 2011 Company Industry JurisdictionThis Amended and Restated Change in Control Agreement (this “Agreement”), dated as of ________ (the “Effective Date”), is made by and between Buckeye Technologies Inc., having its principal offices at 1001 Tillman Street, Memphis, Tennessee 38112 (the “Company”), and __________ (the “Executive”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 22, 2010 among BUCKEYE TECHNOLOGIES INC., as the Company, The Guarantors from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • May 16th, 2011 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledMay 16th, 2011 Company Industry JurisdictionThis SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 22, 2010 among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
July 24, 2012Separation Agreement • July 26th, 2012 • Buckeye Technologies Inc • Pulp mills • Tennessee
Contract Type FiledJuly 26th, 2012 Company Industry Jurisdiction
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation ================================== ============================= Buckeye Florida Corporation Delaware Buckeye Foley Corporation Delaware Buckeye Florida, Limited...Buckeye Cellulose Corp • September 26th, 1997 • Pulp mills
Company FiledSeptember 26th, 1997 Industry
BETWEENGerman Purchase Agreement • October 14th, 1999 • Buckeye Technologies Inc • Pulp mills
Contract Type FiledOctober 14th, 1999 Company Industry
AGREEMENT AND PLAN OF MERGER by and among Georgia-Pacific LLC, GP Cellulose Group LLC and Buckeye Technologies Inc. Dated as of April 23, 2013Agreement and Plan of Merger • April 24th, 2013 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledApril 24th, 2013 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of April 23, 2013 (this “Agreement”), by and among Georgia-Pacific LLC, a Delaware limited liability company (the “Parent”), GP Cellulose Group LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Parent (the “Purchaser”), and Buckeye Technologies Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 25, 2007 among BUCKEYE TECHNOLOGIES INC., as the Company, The Guarantors from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • July 31st, 2007 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledJuly 31st, 2007 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 25, 2007 among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
April 23, 2013 Georgia-Pacific LLC GP Cellulose Group LLCMerger Agreement • April 24th, 2013 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledApril 24th, 2013 Company Industry Jurisdiction
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 22, 2010 among BUCKEYE TECHNOLOGIES INC., as the Company, The Guarantors from time to time party hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • October 28th, 2010 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledOctober 28th, 2010 Company Industry JurisdictionThis SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 22, 2010 among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto as guarantors (collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Buckeye Technologies Inc.Buckeye Technologies Inc • May 7th, 2013 • Pulp mills
Company FiledMay 7th, 2013 IndustryWe are pleased to inform you that, on April 23, 2013, Buckeye Technologies Inc. (“Buckeye”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Georgia-Pacific LLC (“Georgia-Pacific”) and GP Cellulose Group LLC, an indirect wholly-owned subsidiary of Georgia-Pacific (the “Purchaser”). In accordance with the Merger Agreement, Purchaser has today commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.01 per share (the “Shares”), at a price per share of $37.50, net to the seller in cash, without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.
ContractBuckeye Technologies Inc • May 30th, 2013 • Pulp mills • Delaware
Company FiledMay 30th, 2013 Industry Jurisdiction
ARTICLE I DEFINITIONSManagement Stock Option Subscription Agreement • September 23rd, 1998 • Buckeye Technologies Inc • Pulp mills • Delaware
Contract Type FiledSeptember 23rd, 1998 Company Industry Jurisdiction
CREDIT AND SECURITY AGREEMENT THIS CREDIT AND SECURITY AGREEMENT (the "Agreement") is dated as of December 5, 2001, by and between BUCKEYE RECEIVABLES INC., a Delaware corporation ("Purchaser"), and WACHOVIA BANK, N.A., as Lender. The parties hereto...Credit and Security Agreement • February 13th, 2002 • Buckeye Technologies Inc • Pulp mills • Georgia
Contract Type FiledFebruary 13th, 2002 Company Industry Jurisdiction
FIRST SUPPLEMENTAL INDENTURE Dated as of July 1, 2009 Supplement to Indenture dated as of September 22, 2003 by and among BUCKEYE TECHNOLOGIES INC., Each of the GUARANTORS from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY,...First Supplemental Indenture • August 27th, 2009 • Buckeye Technologies Inc • Pulp mills • New York
Contract Type FiledAugust 27th, 2009 Company Industry JurisdictionFIRST SUPPLEMENTAL INDENTURE dated as of the 1st day of July, 2009 (the “Supplemental Indenture”), by and among BUCKEYE TECHNOLOGIES INC., a Delaware corporation (the “Company”), the Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as The Bank of New York Trust Company, N.A. (“The Bank of New York”), a national banking association, as trustee (the “Trustee”).